The default framework within which Veloris introduces operator flow to Providers and within which Providers refer relationships to Veloris.
These Referral & Partnership Terms (the “Partnership Terms”) govern commercial relationships between Veloris Global Ltd (“Veloris”) and third-party Providers (each, a “Partner”), including acquirers, payment service providers, electronic money institutions, banking partners, compliance providers and other infrastructure providers. They form the default framework within which Veloris introduces operator flow to Partners and within which Partners refer relationships to Veloris.
The relationship between Veloris and the Partner under these Partnership Terms is one of independent contractor. No partnership, joint venture, employer-employee, principal-agent, fiduciary or franchise relationship is created. Neither party has authority to act for, bind, or assume any obligation on behalf of the other except as expressly authorised in writing.
Where Veloris introduces an operator to a Partner, the contractual relationship for the provision of regulated services exists directly between the operator and the Partner. Veloris is not a party to that relationship and does not assume any of the Partner’s obligations as principal. Decisions in respect of acceptance, underwriting, compliance, pricing, processing, settlement and ongoing service performance are reserved to the Partner.
Veloris will, in respect of operators it introduces to the Partner, conduct KYB and risk pre-clearance through its internal compliance and risk-monitoring infrastructure (which may include components provided by sub-processors such as Prosyft). Pre-clearance is a quality measure intended to reduce friction in the Partner’s own underwriting; it does not relieve the Partner of, or substitute for, the Partner’s own regulatory and risk obligations.
The specific commercial terms applicable to a Partnership — including the Partner’s pricing, the introducer or referral commission payable to Veloris, the basis of calculation, the payment cadence, volume tiers, exclusivity (if any), and termination — are agreed in a separate written commercial schedule executed between the parties. These Partnership Terms do not constitute an agreement to particular commercial terms.
Each party shall treat all non-public information disclosed by the other in connection with the Partnership as confidential and shall not disclose such information to any third party except as strictly necessary for the performance of the Partnership, to professional advisers under equivalent confidentiality obligations, or as required by law. This obligation survives termination of the Partnership for five (5) years.
Neither party shall use the name, logo or trademark of the other in marketing, press, social-media or public-facing materials without the other party’s prior written approval. Joint partnership announcements shall be coordinated and approved by both parties before publication.
Each party warrants that it has, and will maintain, the authorisations, registrations, licences and policies required for its own activities under applicable law, and that it will comply with applicable anti-money-laundering, sanctions, anti-bribery and data-protection laws.
Save in cases of fraud, gross negligence, wilful misconduct or material uncured breach, neither party shall be liable to the other for any indirect, consequential, special, punitive or exemplary damages arising out of or in connection with the Partnership. The aggregate liability of either party shall not exceed the commission paid or payable between the parties under the Partnership during the twelve (12) months preceding the event giving rise to the claim, save where a different cap is agreed in the commercial schedule.
The Partnership remains in force until terminated in accordance with the commercial schedule or, in the absence of a specific termination provision, on thirty (30) days’ written notice by either party. Either party may terminate for cause on written notice in the case of material uncured breach, insolvency of the other party, or where continued performance would be unlawful.
These Partnership Terms are governed by the laws of the Republic of Cyprus and the parties submit to the exclusive jurisdiction of the courts of Nicosia, Cyprus, save where the parties agree otherwise in writing in the commercial schedule.